A software company bought at a 13x EBITDA multiple can see its first-lien LTV jump from 45% to 73% and its equity value wiped out by 85% if its enterprise value multiple simply re-rates down to 8x. This looming valuation crisis threatens many LBOs financed at the market's peak.

Private equity firms, which heavily invested in software companies for their stable earnings, are now in a bind. The AI threat devalues these assets and complicates exits, forcing them away from traditional IPOs and toward more complex M&A strategies.

To justify high valuations for SaaS companies, private equity sponsors would contribute larger-than-usual equity checks (e.g., 40% vs. a typical 20%). This gave lenders a false sense of security, persuading them to extend significant leverage on businesses whose enterprise values were already inflated.

The old PE model is obsolete in software. With high revenue multiples (7-8x) and low leverage (30% debt), firms must genuinely grow the business to generate returns. About two-thirds of value now comes from selling a larger, more profitable company (terminal value), not from stripping cash flow.

Public markets, fearing AI's disruption, value SaaS companies at low single-digit revenue multiples. Simultaneously, private VCs, driven by upside potential, fund early-stage AI startups at hundreds of times ARR, creating a massive valuation disconnect between the two markets.

Over the past decade, 30% of PE investment targeted enterprise software. These deals were priced for a future that didn't include AI as a powerful competitor or margin-compressor. Rowan predicts these investments will see disastrous returns as valuations get repriced.

Unlike public companies, highly leveraged SaaS firms bought by PE face a brutal reckoning. With no growth to pay down debt, they must slash headcount and R&D. This leads to a long, nasty grind of declining quality and market relevance, even if customer inertia keeps them alive for years.

Private market valuations are benchmarked against public multiples. Currently, public SaaS firms with 30% growth trade at 15-20x revenue, twice the historical average. If this 'bedrock price' reverts to its 7-8x mean, it will trigger a cascade of valuation drops across the private markets.

To generate returns on a $10B acquisition, a PE firm needs a $25B exit, which often means an IPO. They must underwrite this IPO at a discount to public comps, despite having paid a 30% premium to acquire the company, creating a significant initial value gap to overcome from day one.